October 2014

CLIQ Digital AG launches rights offerings of new shares and convertible bond

  • 15/10/2014

NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, JAPAN, AUSTRALIA OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.

– CLIQ Digital AG to issue up to 1,480,349 shares at EUR 1.50 per share in capital increase with subscription rights at a subscription ratio of 3:1

– CLIQ Digital AG to issue a convertible bond with a total nominal value of up to EUR 2.4 million with an annual coupon of 6,5 % maturing on 5 November 2017

– The subscription period for the new shares and convertible bonds is expected to run from October 17 to October 30, 2014

Dusseldorf, October 15, 2014 – CLIQ Digital AG (ISIN ISIN DEA0HHJR3, WKN A0HHJR ), a leading provider of mobile games, apps, software and entertainment, has decided on 14 October 2014, with the approval of the Supervisory Board, to issue up to 1,480,349 new shares with subscription rights for the shareholders at EUR 1.50 per share and to issue a convertible bond of up to EUR 2.4 million with subscription rights for the shareholders.

Capital increase: CLIQ Digital intends to increase the Company’s registered share capital by cash contributions from EUR 4,445,699.00 by up to EUR 1,480,349.00 to up to EUR 5,926,048.00 through the issue of up to 1,480,349 new no par value bearer shares, each with a notional value of the Company’s share capital of EUR 1.00 per share, with subscription rights for existing shareholders. The new shares carry full dividend rights from 1 January , 2014. Baader Bank AG, Unterschleißheim, commits to offer the New Shares for sale to the existing shareholders of the Company at a subscription ratio of 3:1. That is three old shares entitling the shareholder to subscribe for one new share. The subscription price is EUR 1.50 per share.

Convertible bond: Furthermore, CLIQ Digital AG decided to launch the offering of a convertible bond up to EUR 2.4 million with subscription rights for existing shareholders, maturing on 5 November 2017. The convertible bond is divided into 2,400 notes in bearer form in a nominal amount of EUR 1,000.00. The notes will be offered at 100 % of their nominal amount and with an annual coupon of 6.5 %. The conversion price is EUR 1.50 per share. At the present conversion ratio, the notes are convertible into 1.6 million new or existing no par value bearer shares CLIQ Digital AG, each with a notional value of the Company’s share capital of EUR 1.00 per share. Noteholders have the right to exercise their conversion right from 6 November 2014 until the maturity date. The terms and conditions of the convertible bond provide for a mandatory conversion right of the issuer, i.e. CLIQ Digital AG has the right to enforce the conversion as of 12 December 2014. Baader Bank AG, Unterschleißheim, commits to offer the notes for sale to the existing shareholders of the Company at a subscription ratio of 1,850:1,000. This means each shareholder has the right to acquire one note in the nominal amount of EUR 1,000 for 1,850 shares in the Company.

Shareholders may subscribe to the new shares and to the bonds during the subscription period, which is expected to begin on 17 October 2014 at 00:00 midnight CEST and end on 30 October 2014 at 24:00 midnight CEST. There will be no organized trading in subscription rights.

All new shares and notes of the convertible bond that are not subscribed for by existing shareholders shall be placed through an accelerated bookbuilding process with German and international investors in a private placement.

For further details of the capital increase and the bond offering please see the prospectus, which will be published after approval by the German Federal Agency for Financial Services Supervision (BaFin) and prior to the start of the subscription period presumably on 16 October 2014, and the subscription offers planned to be published in the Federal Gazette on the same date. Both documents will be available on the CLIQ Digital AG website (www.cliqdigital.com).

Of the net proceeds in the amount of approximately EUR 4.0 million from the capital increase and the convertible bond, up to EUR 3.5 million shall be used for reducing CLIQ Digital’s current and non-current debt. Up to EUR 0.5 million of the proceeds shall be used to finance marketing activities in order to accelerate the growth of the installed customer base. The remaining proceeds from the capital increase will be used for general financing purposes.

About CLIQ Digital:
CLIQ Digital AG (ISIN DE000A0HHJR3), based in Dusseldorf, Germany, is a leading provider of mobile games, apps, entertainment and software for smartphones, feature phones and tablets. The core business of the company is the direct marketing of its products to end-customers via Internet and mobile Internet in multiple countries. The company was founded as Bob Mobile AG in 2005. A decisive growth step was taken in 2012 with the acquisition of Dutch company CLIQ B.V., which provided the name of the newly positioned Group. The company is listed in the Entry Standard of the Frankfurt Stock Exchange. Visit CLIQ on: www.cliqdigital.com.

Note:

The information contained herein serves information purposes only and does not constitute a prospectus or any offer for sale or subscription of or solicitation or invitation of any offer to buy or subscribe for any securities of CLIQ Digital AG. The offer is being made solely by means of, and on the basis of, the prospectus approved and published presumably on 14 October 2014 (including any amendments thereto, if any). An investment decision regarding the publicly offered securities of CLIQ Digital AG should only be made on the basis of the prospectus. The prospectus is available free of charge from CLIQ Digital AG (Immermannstr. 13, 40210 Düsseldorf) and on the website of CLIQ Digital AG under www.cliqdigital.com.

This release does not constitute an offer to sell or a solicitation of an offer to buy securities in the United States of America. Securities may not be offered or sold in the United States of America absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the “Securities Act”). The securities described herein will not be registered under the Securities Act.

The information contained in this release may not be issued or distributed in or into and does not constitute an offer to sell nor a solicitation of an offer to buy securities in the United States of America, Canada, Australia or Japan or any other jurisdiction in which the distribution of release would be unlawful.

Contact:
CROSS ALLIANCE communication GmbH
Susan Hoffmeister
Freihamer Strasse 2
D-82166 Gräfelfing/Munich
Phone: +49 (0)89 89 82 72 27
Fax: +49 (0)89 89 52 06 22
E-mail: sh@crossalliance.de

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